AGI Announces Full Exercise of Over-Allotment Option in Connection with Public Offering of Convertible Unsecured Subordinated Debentures

Winnipeg, MB, November 9, 2021 – Ag Growth International Inc. (TSX: AFN) ("AGI" or the "Company") is pleased to announce the full exercise of the over-allotment option on its offering of convertible unsecured subordinated debentures (the "Debentures"), resulting in the issuance of an additional $15 million aggregate principal amount of Debentures, bringing the total offering to $115 million aggregate principal amount of Debentures.

The Debentures have an interest rate of 5.00% per annum, a maturity date of June 30, 2027, are convertible at the option of the holder into common shares of AGI at a conversion price of $45.14 per share, and are listed for trading on the Toronto Stock Exchange under the symbol "AFN.DB.I".

AGI will initially use the net proceeds of the offering to partially repay outstanding indebtedness under its revolving credit facilities, a portion of which will then be redrawn to fund the redemption of the Company's 4.85% convertible unsecured subordinated debentures due June 30, 2022 (the "Convertible Debentures") and for general corporate purposes. The Convertible Debentures are listed on the Toronto Stock Exchange under the symbol "AFN.DB.D" and the redemption will be effective November 16, 2021. The aggregate principal amount of the Convertible Debentures outstanding is approximately $86 million.

A syndicate book run by CIBC Capital Markets and including National Bank Financial Inc., TD Securities Inc., Scotia Capital Inc., ATB Capital Markets Inc., BMO Nesbitt Burns Inc., Raymond James Ltd., Cormark Securities Inc., Desjardins Securities Inc., and Laurentian Bank Securities Inc. acted as underwriters for the offering.

This press release is not an offer of Debentures for sale in the United States. The Debentures may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended, or an exemption from such registration. The Company has not registered and will not register the Debentures under the U.S. Securities Act of 1933, as amended. The Company does not intend to engage in a public offering of Debentures in the United States. This press release shall not constitute an offer to nor shall there be any sale of the Debentures in any jurisdiction in which such offer, solicitation or sale would be unlawful.

AGI Company Profile

AGI is a provider of the physical equipment and digital technology solutions required to support global food infrastructure including grain, fertilizer, seed, feed, and food processing systems. AGI has manufacturing facilities in Canada, the United States, the United Kingdom, Brazil, India, France, and Italy and distributes its product globally.

For More Information Contact:

Andrew Jacklin
Director, Investor Relations


Forward-Looking Information

This press release contains certain forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "expect", "may", "will", "project", "should" or similar words suggesting future outcomes.

In particular, this press release includes forward-looking information relating to the anticipated use of the net proceeds of the offering, the redemption of the Convertible Debentures and the timing thereof. This information is based on current expectations that involve a number of risks and uncertainties which could cause actual results to differ from those anticipated. These risks include, but are not limited to, the potential reallocation by AGI of all or a portion of the net proceeds for business reasons, including, among others, due to results of operations or as a result of other business opportunities that may become available. Additional information on these and other factors that could affect AGI's operations, financial results or dividend payments are included in AGI's annual information form and other reports on file with Canadian securities regulatory authorities, which can be accessed through the SEDAR website at

AGI assumes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or any other reason, other than as required by applicable securities laws. In the event AGI does update any forward- looking information, no inference should be made that it will make additional updates with respect to that information, related matters, or any other forward-looking information